Common use of Continuation Statements; Opinion Clause in Contracts

Continuation Statements; Opinion. Without limiting the generality of SUBSECTION (A), Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in SECTION 5.01(G) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to the Administrator an opinion of the counsel for KBK and Seller referred to in SECTION 5.01(H) (or other counsel for Seller Parties reasonably satisfactory to the Administrator), in form and substance reasonably satisfactory to the Administrator, confirming and updating the opinion delivered pursuant to SECTION 5.01(H) with respect to the matters set forth in PARAGRAPHS 7 through 10 of EXHIBIT 5.01(H) and otherwise to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.

Continuation Statements; Opinion. Without limiting the generality -------------------------------- of SUBSECTION subsection (Aa), Seller willshall, not earlier than six (6) months and not later -------------- than three (3) months prior to the fifth anniversary of the date of filing of the financing statements statement referred to in SECTION 5.01(GSection 5.01(e) or any other financing --------------- statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if unless the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and (ii) deliver or cause to be delivered to the Administrator an opinion of the counsel for KBK and Seller referred to in SECTION 5.01(HSection 5.01(h) (or --------------- other counsel for Seller Parties reasonably satisfactory to the Administrator), in form and substance reasonably satisfactory to the Administrator, confirming and updating the opinion delivered pursuant to SECTION 5.01(HSection ------- 5.01(h) with respect to the matters set forth in PARAGRAPHS 7 through 10 of EXHIBIT 5.01(H) and otherwise to the effect that the Asset Purchaser's Total Interest hereunder ------- continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as provided herein or otherwise permitted hereunder.